LEGRAND_REGISTRATION_DOCUMENT_2017

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APPENDIX Appendix 4

the meaning of article L. 3344-1 of the French Labour Code, insofar as these employees and former employees participate in an employee share-ownership program of the Company or of the Group (or in any other plan whose participants are allowed by articles L. 3332-1 et seq. of the French Labour Code or any analogous law or regulation to restrict a capital increase under equivalent conditions); 2. authorize the Board of Directors, in connection with such capital increase or increases,toallot shares or other securities giving access to the share capital without consideration, in particular in lieu of the discount provided for in point 4 below and/or of any supplement granted to employees, subject to the limits provided for in article L. 3332-21 of the French Labour Code; 3. resolve that the total nominal amount of capital increases, whether immediate or deferred, which may be effected pursuant to this delegation of powers may not exceed €25 million, it being noted that this limit applies before any adjustments made in accordance with applicable legislative and regulatory provisions and, as the case may be, with contractual stipulations providing for other adjustments to preserve the rights of holders of securities carrying entitlement to Company shares. It is stipulated that the nominal amount of capital increases, whether immediate or deferred, pursuant to this delegation of powers shall count towards (i) the nominal limit of €100 million set by the nineteenth and twentieth resolutions put to this General Meeting, and (ii) the overall limit set in the twenty-fifth resolution; 4. resolve that the issue price of the new shares shall be equal to the average market price for Company shares over the twenty trading days preceding the date on which the opening date for subscription is decided on, less a discount up to the maximum allowed by law at the date of the Board of Directors’ decision (i.e., currently, lower than the admission price or said average by more than 20%, or more than 30% if the vesting period provided for by the plan is ten years or more) it being understood that the Board of Directors may reduce or cancel this discount if it deems it appropriate, in particular to comply with applicable national laws; 5. waive, in favour of the aforementioned beneficiaries, shareholders’ preferred subscription rights in respect of the securities which may be issued under this authorization, and waive all shareholder claims on such free shares or securities as may be allocated under this resolution; 6. resolve further that, if the beneficiaries have not subscribed for the entire capital increase by the specified deadline, the increase shall be effected only in the amount corresponding to the shares subscribed for, and unsubscribed shares may be re-offered to the affected beneficiaries as part of a subsequent capital increase;

to make all appropriate charges to available reserves, in particular charges for the amounts required to bring the legal reserve to one-tenth of share capital after each issue and for issue expense; and, in general, to do all things necessary and effect all formalities required to finalize any capital increase or increases that may be effected pursuant to this delegation of powers and to make the relevant amendments to Company’s Articles of Association; 5. resolve that, unless it has obtained prior authorization from the General Meeting of Shareholders, the Board of Directors may not avail of this delegation from the date of filing of a third party public tender offer for the Company’s shares until the end of said tender offer. This delegation of powers conferred on the Board of Directors is valid for a period of twenty-six months from the date of this General Meeting and, from this day, replaces the delegation of powers provided for in the eighteenth resolution adopted at the Combined Ordinary and Extraordinary General Meeting of May 27, 2016, to the extent not used. Twenty-third Resolution (Delegation of powers to the Board of Directors for the purpose of issuing shares or complex securities in favor of participants in employee share-ownership program of the Company or Group, without preferred subscription rights) Meeting in accordance with the conditions as to quorum and requisite majority for extraordinary general meetings and being apprised of the Board of Directors’ report and the auditor’s special report, shareholders, in accordance with the provisions of articles L. 3332-1 et seq. of the French Labour Code and of articles L. 225-129-2 to L. 225-129-6, L. 225-138-I, L. 225-138-1, L. 228-91 and L. 228-92 of the French Commercial Code: 1. delegate to the Board of Directors, with the right of sub- delegation as provided by lawand by the Company’s Articles of Association, the power to provide for the issue of (i) Company shares, (ii) securities governed by articles L. 228-91 et seq. of the French Commercial Code which are Company capital securities giving access to other Company capital securities and/or entitling to allocation of Company debt securities, (iii) securities, whether governed or not by articles L. 228-91 et seq. of the French Commercial Code, which give access or which may give access to Company capital securities yet to be issued, where said securities may also give access to existing Company capital securities or debt securities, on one or more occasions, in such proportions and at such times as it shall consider appropriate, with waiver of shareholders’ preferred subscription rights, directly or through a company investment fund or any other structures or entities allowed under prevailing laws and regulations, in favour of employees and former employees of the Company and of the French and foreign companies connected to the Company within

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REGISTRATION DOCUMENT 2017 - LEGRAND